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sufferance pursuant to the terms and conditions contained in this Lease, at one hundred ten
<br /> percent (110%) of the Base Rent otherwise then applicable (in addition to all Additional Rent).
<br /> Section 21.03 This Article 21 shall survive the expiration or termination of this Lease.
<br /> ARTICLE 22 TENANTS ASSIGNMENT AND SUBLETTING
<br /> Section 22.01
<br /> (a) Except as otherwise explicitly provided in this Article 22 and Article 23,
<br /> neither Tenants, nor Tenants' successors or assigns, shall assign or transfer, in whole or in part,
<br /> by operation of Law or otherwise, this Lease, or sublet the Demised Property, in whole or in part,
<br /> without the prior written consent of Landlord in each instance, which Landlord may withhold in
<br /> its reasonable discretion. Without limitation, any of the following shall be deemed an assignment
<br /> of this Lease: (i) any assignment or transfer of any direct or indirect ownership interest in
<br /> Tenants, in whole or in part, by operation of Law or otherwise, regardless of the number of tiers
<br /> of ownership, in one or more transactions, in such a manner that greater than fifty percent (50%)
<br /> of the direct or indirect ownership interests in Tenants are assigned or transferred, and (ii) any
<br /> encumbrance, pledge or hypothecation, in whole or in part, by operation of Law or otherwise, of
<br /> this Lease or any interest in the leasehold estate created by this Lease, or of any direct or indirect
<br /> ownership interest in Tenants, regardless of the number of tiers of ownership.
<br /> Notwithstanding anything to the contrary contained in this Lease, Tenants shall have the right,
<br /> without the prior written consent of Landlord, to (1) assign this Lease to an Affiliate of Tenants
<br /> or to any entity with which Tenants may merge or consolidate or to which Tenants may sell all or
<br /> substantially all of its assets or capital stock and (2) sublease all or a portion of the Demised
<br /> Property so long as the permitted use under the sublease is limited to the operation of a Permitted
<br /> Use, the term of the sublease, including any extension options, does not (and cannot) extend
<br /> beyond the scheduled Lease Term and Tenants remains primarily liable for the obligations under
<br /> this Lease.
<br /> (b) If this Lease is assigned or transferred, or if all or any part of the Demised
<br /> Property is sublet or occupied by any party other than Tenants, Landlord may collect rent from
<br /> the assignee, transferee, subtenants or occupant and apply the net amount collected to the Rent
<br /> reserved in this Lease, but no such assignment, subletting, occupancy or collection shall be
<br /> deemed a waiver of any covenant or condition of this Lease or Landlord's acceptance of the
<br /> assignee, transferee, subtenants or occupant as Tenants, or a release by Landlord of Tenants from
<br /> the performance or further performance by Tenants of its obligations under this Lease. Without
<br /> limiting the generality of the forgoing, Tenants expressly acknowledge and agree that, in the
<br /> event of any assignment of this Lease, Tenants shall remain jointly and severally liable with the
<br /> assignee for all of the obligations under this Lease, and in all other cases of any transfer of
<br /> Tenants' interest under this Lease, Tenants shall remain primarily liable for such obligations.
<br /> Subject to the foregoing, the consent by Landlord to an assignment, transfer or subletting shall
<br /> not in any way be construed to relieve Tenants from obtaining the express written consent of
<br /> Landlord in each instance to any subsequent similar action that Tenants may desire to take.
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